EXHIBIT 5.1
LAW OFFICES OF
JAY J. MILLER, ESQ.
430 East 57th Street
Suite 5-D
New York, New York 10022
TEL: (212) 758-5577
FAX: (212) 758-0624
September 28, 2000
Total-Tel USA Communications, Inc.
150 Clove Road, 8th Floor
Little Falls, New Jersey 07424
Re: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
As set forth in the Registration Statement (the "Registration Statement")
on Form S-3 to be filed by Total-Tel USA Communications, Inc., a New Jersey
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to the registration of 2,454,661shares (the "Shares") of the
Company's common stock, par value $.05 per share ("Common Stock"), to be sold
by certain stockholders listed in the Registration Statement, certain legal
matters in connection with the Common Stock are being passed upon for the
Company by me. This opinion is being furnished to you in accordance with the
requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K
for filing as Exhibit 5.1 to this Registration Statement.
In my capacity as your counsel in connection with rendering this opinion,
I have examined the Certificate of Incorporation, as amended, and By-laws, as
amended, of the Company and the originals, or copies certified or otherwise
identified, of corporate records of the Company, including minute books of the
Company as furnished to me by the Company, certificates of public officials
and of representatives of the Company, statutes and other instruments and
documents as a basis for the opinion hereinafter expressed. In giving this
opinion, I have relied upon certificates of officers of the Company with
respect to the accuracy of the material factual matters contained in such
certificates.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the
conformity to original documents of all records, certificates and other
instruments submitted to me as copies, the authenticity and completeness of
the originals of those records, certificates and other instruments submitted
to me as copies and the correctness of all statements of fact contained in all
records, certificates and other instruments that I have examined.
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Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that the Shares are duly
authorized, validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United States
of America and the laws of the State of New Jersey, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to my name under
the caption "Legal Matters." In giving this consent, I do not thereby admit
that I am within the category of persons whose consent is required under
Section 7 of the Act, the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and I
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to my attention and which may
alter, affect or modify the opinion expressed herein. My opinion is expressly
limited to the matters set forth above and I render no opinion, whether by
implications or otherwise, as to any other matters relating to the Company or
the Shares.
Very truly yours,
LAW OFFICES OF JAY J. MILLER, ESQ.
By: /s/ JAY J. MILLER
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Jay J. Miller
